Christian Brothers Investment Services and the British
Columbia Investment Management Corp., which are pushing for an
independent chairman at the media company, said the idea also
has been endorsed by other proxy-advisory firms, such as
Institutional Shareholder Services Inc. The resolution will be
voted on at Fox’s shareholder meeting on Oct. 18.

Backers of the resolution say the board lacks independence
with Murdoch holding both the chairman and CEO jobs at the
entertainment company, which owns the Fox television network and
film studio. They also cited the phone-hacking scandal at the
News of the World paper owned by News Corp., which was broken up
this year to create 21st Century Fox.

“Fallout from the News of the World phone-hacking scandal
in the U.K. continues to plague the company and underscores the
need for strong corporate governance guidelines, including
independent board leadership,” Christian Brothers and British
Columbia Investment Management said today in a statement.
“Despite ethical lapses, 21st Century Fox, created as a result
of News Corp.’s split in June 2013, retains Rupert Murdoch as
joint chair and CEO.”

Company Reforms

Glass Lewis and ISS are overlooking reforms that Fox
directors have undertaken at the company and the value created
for investors, Julie Henderson, a spokeswoman for the New York-based company, said in an e-mail.

“The disproportionate focus that both ISS and Glass Lewis
place on historical matters underscores the widening credibility
gap between them and our shareholders as their analyses
consistently disregard the value we have created for our
investors and the significant improvements we have made to our
compliance programs,” Henderson said.

Murdoch, who controls Fox, and other holders of voting
shares last year rejected a similar proposal, which also gained
support from Glass Lewis and ISS. That proposal drew 30 percent
of investors’ votes. A proposal to eliminate the company’s dual-class share structure drew 29 percent of votes.

Fox fell 0.8 percent to $33.42 at the close in New York.
The stock has gained 48 percent this year, outperforming the 19
percent increase for the Standard & Poor’s 500 Index and the 34
percent rise for an S&P index of 16 media companies.

Poison Pill

Julie Tanner, assistant director of socially responsible
investing at Christian Brothers, said that while Fox’s board has
made improvements, the directors adopted a “poison pill”
takeover defense without shareholder approval.

“The board continues to disregard the interests of
shareholders,” Tanner said in an e-mail. “It is an
unresponsive board.”

The coalition backing the proposal, with 66.2 million
nonvoting Class A shares under management, includes F&C Asset
Management, Aviva Investors and AP4, Tanner said.

Fox has about 1.51 billion Class A shares outstanding and
about 800 million of voting Class B shares, according to data
compiled by Bloomberg. The Murdoch family trust holds 314.9
million Class B shares, according to regulatory filings.